Farmers Mutual Fund Portfolios
Income Portfolio
Income with Growth Portfolio
Balanced Portfolio
Growth with Income Portfolio
Growth Portfolio
Supplement to Prospectus Dated September 1, 2000
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On November 9, 2000, the Board of each of the above-mentioned Farmers Portfolios
(identified in the chart below under the heading "Acquired Portfolio") approved
an Agreement and Plan of Reorganization (the "Plan") between each Farmers
Portfolio and the corresponding Scudder Pathway Series Acquiring Portfolio
identified in the chart below.
The Plan applicable to each Farmers Portfolio provides for the transfer of
substantially all of the assets and the assumption of all of the liabilities of
the Farmers Portfolio solely in exchange for voting shares of the corresponding
Acquiring Portfolio. The shares received by each Farmers Portfolio would then be
distributed to shareholders of the applicable Farmers Portfolio as part of the
Portfolio's liquidation provided for in the Plan (each transaction contemplated
by the Plan is referred to as the "Reorganization").
Each Reorganization can be consummated only if, among other things, it is
approved by a majority vote of shareholders of the applicable Farmers Portfolio.
A Special Meeting (the "Meeting") of the shareholders of each Farmers Portfolio
will be held on or about March 14, 2001 and shareholders will be given the
opportunity to vote on the Plan and any other applicable matters affecting the
Portfolio at that time. In connection with the Meeting, each Farmers Portfolio
will deliver to its shareholders: (i) a Proxy Statement describing in detail the
Reorganization and the Board's considerations in recommending that shareholders
approve the Reorganization, and (ii) a Prospectus for the Acquiring Portfolio.
If the Plan for a Portfolio is approved at the Meeting and certain conditions
required by the Plan are satisfied, the Reorganization is expected to become
effective at 9:00 a.m. Eastern time on or about the appropriate Proposed
Reorganization Date identified in the chart below. If shareholder approval of a
Plan is delayed due to failure to obtain a quorum or otherwise, the applicable
Reorganization will become effective as soon as practicable after the receipt of
shareholder approval.
In the event shareholders of a Farmers Portfolio fail to approve the Plan for
that Portfolio, the Portfolio will continue to operate and the Portfolio's Board
may resubmit the Plan for shareholder approval or consider other proposals.
<TABLE>
<S> <C> <C>
Acquired Portfolio Acquiring Portfolio Proposed Reorganization Date
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Income Portfolio Pathway Conservative Portfolio April 6, 2001
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Income with Growth Portfolio Pathway Balanced Portfolio (to be renamed April 6, 2001
Pathway Moderate Portfolio)
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Balanced Portfolio Pathway Balanced Portfolio (to be renamed April 6, 2001
Pathway Moderate Portfolio)
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Growth with Income Portfolio Pathway Balanced Portfolio (to be renamed April 6, 2001
Pathway Moderate Portfolio)
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Growth Portfolio Pathway Growth Portfolio April 6, 2001
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</TABLE>
November 13, 2000
